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Deutsche Boerse Shareholders Approve Takeover of NYSE Euronext

Thursday, 14 Jul 2011 12:06 PM

Germany's Deutsche Boerse AG pulled off a $9.7 billion takeover of the New York Stock Exchange group as shareholders brushed off misgivings about the deal to create the world's largest exchange operator.

The tie-up between NYSE Euronext and the German exchange broke the trend of collapsing mega-deals among other exchange operators but faces formidable anti-trust hurdles on both sides of the Atlantic.

More than 80 percent of Deutsche Boerse shareholders tendered their stock as part of the deal, the company said in a regulatory statement on Thursday based on a preliminary count.

Final results of the tender offer are due on Friday.

The new company will combine the operator of stock exchanges in New York, Paris, Amsterdam, Brussels and Lisbon with the company that runs the Frankfurt Stock Exchange and the Eurex derivatives platform.

"This is important for future deals," said Richard Repetto, an exchanges analyst at Sandler O'Neill in New York.

"The global exchange consolidation movement has faced some headwinds. If this deal didn't pass the shareholder test, global consolidation would have come to a screeching halt."

The deal was first announced in February amid a flurry of cross-border deal attempts by exchanges eager to cut costs and diversify in the face of fast-eroding market shares in their traditional stock-trading businesses.

The London Stock Exchange Group and Canada's TMX Group Inc. headed into negotiations, as did the Singapore Exchange Ltd. and Australia's ASX Ltd. One by one, however, those and other deals collapsed, shattered by political and nationalistic resistance.

NYSE Euronext itself was the target of an unsolicited counter-bid in April from archrival Nasdaq OMX Group Inc. and its commodities partner, IntercontinentalExchange Inc.

The pursuers retreated in May after being rejected by the U.S. Department of Justice over antitrust concerns.


In the Deutsche Boerse-NYSE Euronext combination, stakeholders and politicians on both sides of the Atlantic fear that the other party will gain the upper hand.

The exchanges have promoted the deal as a merger of equals — in part because of a dual headquarters agreement between Frankfurt and New York.

"Bit by bit, the world capital market is thinking less and less of the American capital market," said Thomas Caldwell, Chief Executive of Toronto-based Caldwell Asset Management, which owns shares in NYSE Euronext.

The larger Frankfurt-based bourse, however, will control 10 of 17 board positions, while its shareholders will own roughly 60 percent of a yet-to-be-named Netherlands-based holding company.

Labour representatives in Frankfurt have warned, however, that the deal amounts to a "reverse takeover", in which the interests of Deutsche Boerse shareholders were not given sufficient consideration.

© 2015 Thomson/Reuters. All rights reserved.

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